Ropes & Gray, in collaboration with Nagashima Ohno & Tsunematsu, has facilitated Bain Capital’s acquisition of T-Gaia, Japan’s largest mobile phone sales agent, in a deal valued at JPY 140 billion (approximately USD 987 million).
On September 30, T-Gaia, currently listed on the Tokyo Stock Exchange, announced that its board of directors approved Bain Capital’s tender offer for approximately 16.38 million common shares held by general shareholders. The tender offer will take place from October 1 to November 20, 2024.
Following the successful completion of this offer, Sumitomo Corporation, which holds a 41.8% stake in T-Gaia, is expected to transfer its shares to Bain Capital. Additionally, T-Gaia plans to repurchase nearly 30% of the shares currently owned by the Hikari Tsushin Group.
Ropes & Gray has provided legal guidance to Bain Capital during this transaction, with Tokyo-based M&A partner Tsuyoshi Imai leading the firm’s team.
Nagashima Ohno & Tsunematsu has confirmed its role as the legal advisor for T-Gaia, although the firm has not disclosed the names of the partners overseeing the transaction.
The legal firm Shibata, Suzuki & Nakada acted as counsel for T-Gaia’s special committee, which was established to evaluate various takeover proposals, including Bain Capital’s, based on factors such as anticipated corporate value enhancement. Co-founding partner Kentaro Shibata led the legal advisory efforts for the special committee.
Once Bain Capital’s tender offer is finalized, along with T-Gaia’s stock repurchase and the share transfer from Sumitomo, T-Gaia will become a wholly owned subsidiary of Bain Capital.